{"id":39841,"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-edgar-ortiz.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-edgar-ortiz","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-edgar-ortiz.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Edgar Ortiz"},"content":{"rendered":"<pre>                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n     This Executive Employment Agreement  (\"Agreement\"),  is entered into by and\nbetween  Halliburton  Energy Services  Division of Halliburton  Energy Services,\nInc. (\"Employer\"),  Halliburton Company, a Delaware corporation (\"Halliburton\"),\nand Edgar Ortiz, (\"Employee\"),  to be effective on the 1st day of May, 1998 (the\n\"Effective Date\").\n\n                              W I T N E S S E T H:\n\n     WHEREAS, Employee is currently employed by Employer; and\n\n     WHEREAS,  Employer is desirous of  continuing  the  employment  of Employee\nafter the  Effective  Date  pursuant  to the terms  and  conditions  and for the\nconsideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of\ncontinuing in the employ of Employer  pursuant to such terms and  conditions and\nfor such consideration.\n\n     NOW, THEREFORE, for and in consideration of the mutual promises, covenants,\nand obligations  contained herein,  Employer,  Halliburton 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 employed\nby Employer, beginning as of the Effective Date and continuing until the date of\ntermination  of Employee's  employment  pursuant to the  provisions of Article 3\n(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\nPresident of Employer.  Employee agrees to serve in the assigned  position or in\nsuch  other  executive  capacities  as may be  requested  from  time  to time by\nEmployer and to perform  diligently and to the best of Employee's  abilities the\nduties and services  appertaining to such positions as reasonably  determined by\nEmployer,   as  well  as  such  additional  or  different  duties  and  services\nappropriate to such positions which Employee from time to time may be reasonably\ndirected to perform by Employer.\n\n     1.3. Employee  shall  at all  times  comply  with and  be  subject  to such\npolicies and  procedures as  Halliburton  or Employer may establish from time to\ntime,  including,  without limitation,  the Halliburton Company Code of Business\nConduct (the \"Code of Business Conduct\").\n\n     1.4. Employee  shall,  during  the  period  of  Employee's  employment  by\nEmployer,  devote Employee's full business time, energy, and best efforts to the\nbusiness  and  affairs  of  Employer.  Employee  may  not  engage,  directly  or\nindirectly, in any other business,  investment, or activity that interferes with\nEmployee's  performance  of  Employee's  duties  hereunder,  is  contrary to the\ninterest of  Halliburton or any of its  affiliated  subsidiaries  and divisions,\nincluding Employer (collectively, the \"Halliburton Entities\" or, individually, a\n\n\n\"Halliburton  Entity\"),  or  requires  any  significant  portion  of  Employee's\nbusiness time. The foregoing  notwithstanding,  the parties  recognize and agree\nthat  Employee may engage in passive  personal  investments  and other  business\nactivities  which  do  not  conflict  with  the  business  and  affairs  of  the\nHalliburton  Entities or interfere  with  Employee's  performance  of his or her\nduties hereunder. Employee may not serve on the board of directors of any entity\nother than a  Halliburton  Entity  during the Term  without the  approval of the\nAudit  Committee  of  Halliburton's   Board  of  Directors  in  accordance  with\nHalliburton'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     1.5. Employee  acknowledges and  agrees that Employee owes a fiduciary duty\nof loyalty, fidelity and allegiance to act at all times in the best interests of\nthe  Employer and the other  Halliburton  Entities and to do no act which would,\ndirectly  or  indirectly,  injure  any such  entity's  business,  interests,  or\nreputation.  It is agreed that any direct or indirect  interest  in,  connection\nwith,  or  benefit  from  any  outside   activities,   particularly   commercial\nactivities,  which interest might in any way adversely affect  Employer,  or any\nHalliburton  Entity,  involves a possible conflict of interest.  In keeping with\nEmployee's fiduciary duties to Employer, Employee agrees that Employee shall not\nknowingly  become  involved  in a conflict  of  interest  with  Employer  or the\nHalliburton  Entities,  or upon  discovery  thereof,  allow such a  conflict  to\ncontinue.  Moreover,  Employee  shall not  engage in any  activity  which  might\ninvolve a possible  conflict of interest  without  first  obtaining  approval in\naccordance with Halliburton's policies and procedures.\n\n     1.6 Nothing contained herein shall be construed to preclude the transfer of\nEmployee's employment to another Halliburton Entity (\"Subsequent  Employer\") and\nno such transfer  shall be deemed to be a termination of employment for purposes\nof Article 3 hereof; provided,  however, that, effective with such transfer, all\nof Employer's obligations hereunder shall be assumed by and be binding upon, and\nall of  Employer's  rights  hereunder  shall be  assigned  to,  such  Subsequent\nEmployer and the defined term  \"Employer\"  as used herein  shall  thereafter  be\ndeemed amended to mean such Subsequent  Employer.  Except as otherwise  provided\nabove,  all of the terms and  conditions of this  Agreement,  including  without\nlimitation,  Employee's  rights and obligations,  shall remain in full force and\neffect following such transfer of employment.\n\nARTICLE 2: COMPENSATION AND BENEFITS:\n\n     2.1. Employee's base salary during the Term shall be not less than $350,004\nper annum which shall be paid in accordance with the Employer's standard payroll\npractice for its  executives.  Employee's base salary may be increased from time\nto time with the approval of the Compensation  Committee of Halliburton's  Board\nof Directors (the \"Compensation Committee\") or its delegate, as applicable. Such\nincreased  base salary shall become the minimum base salary under this Agreement\nand may not be decreased thereafter without the written consent of Employee.\n\n                                       2\n\n\n     2.2. During the Term,  Employee shall participate in the Halliburton Annual\nPerformance  Pay Plan or any  successor  annual  incentive  plan approved by the\nCompensation Committee;  provided,  however, that all determinations relating to\nEmployee's participation,  including,  without limitation, those relating to the\nperformance  goals  applicable to Employee and Employee's level of participation\nand payout  opportunity,  shall be made in the sole  discretion of the person or\ncommittee to whom such authority has been granted pursuant to such plan's terms.\n\n     2.3. 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     2.4. While employed by Employer,  Employee shall be allowed to participate,\non the same basis  generally as other  executive  employees of Employer,  in all\ngeneral  employee  benefit  plans  and  programs,   including   improvements  or\nmodifications  of the same,  which on the Effective  Date or thereafter are made\navailable  by  Employer  to all or  substantially  all of  Employer's  similarly\nsituated executive  employees.  Such benefits,  plans, and programs may include,\nwithout limitation, medical, health, and dental care, life insurance, disability\nprotection,   and  qualified  and  non-qualified  retirement  plans.  Except  as\nspecifically  provided  herein,  nothing in this Agreement is to be construed or\ninterpreted to increase or alter in any way the rights, participation, coverage,\nor benefits  under such  benefit  plans or programs  than  provided to similarly\nsituated  executive  employees  pursuant  to the  terms and  conditions  of such\nbenefit  plans and  programs.  While  employed by  Employer,  Employee  shall be\neligible  to  receive  awards  under  the  Halliburton  Company  1993  Stock and\nLong-Term  Incentive Plan (the \"1993 Plan\") or any successor  stock-related plan\nadopted  by  Halliburton's  Board  of  Directors;  provided,  however,  that the\nforegoing shall not be construed as a guarantee with respect to the type, amount\nor frequency of such awards,  if any,  such  decisions  being solely  within the\ndiscretion of the Compensation Committee or its delegate, as applicable.\n\n     2.5. Neither  Halliburton nor Employer shall by reason of this Article 2 be\nobligated  to  institute,  maintain,  or  refrain  from  changing,  amending  or\ndiscontinuing,  any incentive  compensation,  employee benefit or stock or stock\noption  program or plan,  so long as such actions are  similarly  applicable  to\ncovered employees generally.\n\n     2.6. 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\n                                       3\n\n\nARTICLE 3: TERMINATION OF EMPLOYMENT AND EFFECTS OF SUCH TERMINATION:\n\n     3.1. Employee's  employment with  Employer shall be terminated (i) upon the\ndeath of  Employee,  (ii) upon  Employee's  retirement,  (iii)  upon  Employee's\nPermanent  Disability (as defined  below),  or (iv) at any time by Employer upon\nnotice to Employee or by Employee  upon thirty (30) days' notice to Employer for\nany or no reason.\n\n     3.2. If  Employee's  employment  is  terminated  by  reason  of any  of the\nfollowing circumstances,  Employee shall not be entitled to receive the benefits\nset forth in Section 3.3 hereof:\n\n     (i)  Death.\n\n    (ii)  Retirement. \"Retirement\"  shall mean  either (a) Employee's retirement\n          at  or after normal retirement age (either  voluntarily or pursuant to\n          Halliburton's  retirement policy) or (b) the voluntary  termination of\n          Employee's employment by Employee in accordance with Employer's  early\n          retirement policy for other than Good Reason (as defined below).\n\n   (iii)  Permanent Disability. \"Permanent  Disability\"  shall  mean  Employee's\n          physical or mental incapacity to  perform his or her usual duties with\n          such  condition  likely to  remain  continuously  and  permanently  as\n          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 election\n          of Employee for other than Good Reason. \"Good Reason\" shall mean (a) a\n          termination of employment  by Employee because of a material breach by\n          Employer  of any material  provision of this  Agreement which  remains\n          uncorrected for thirty (30) days  following notice of  such breach  by\n          Employee to  Employer, provided  such termination occurs  within sixty\n          (60)  days  after  the  expiration  of  the  notice  period  or  (b) a\n          termination of employment by  Employee within  six (6) months  after a\n          material 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:  (a)\n          Employee's  gross negligence  or willful misconduct in the performance\n          of the  duties and services  required of  Employee  pursuant  to  this\n          Agreement, (b) Employee's final conviction of a felony, (c) a material\n          violation  of the Code  of Business Conduct or (d) Employee's material\n          breach  of any  material  provision  of this  Agreement which  remains\n          uncorrected for thirty (30)  days following  notice of such breach  to\n          Employee by Employer. Determination as to whether or not Cause  exists\n\n                                       4\n\n\n          for  termination  of  Employee's  employment   will  be  made  by  the\n          Compensation Committee.\n\n     In the event Employee's employment is terminated under any of the foregoing\ncircumstances,  all future  compensation to which Employee is otherwise entitled\nand all future benefits for which Employee is eligible shall cease and terminate\nas of the date of termination,  except as specifically  provided in this Section\n3.2.  Employee,  or his or her estate in the case of Employee's death,  shall be\nentitled to pro rata base salary through the date of such  termination and shall\nbe entitled to any individual bonuses or individual  incentive  compensation not\nyet paid but payable under Employer's or Halliburton's  plans for years prior to\nthe year of Employee's  termination of employment,  but shall not be entitled to\nany bonus or incentive  compensation  for the year in which he or she terminates\nemployment or any other payments or benefits by or on behalf of Employer  except\nfor  those  which  may  be  payable  pursuant  to the  terms  of  Employer's  or\nHalliburton's  employee benefit plans (as defined in Section 3.4), stock,  stock\noption or incentive plans, or the applicable agreements underlying such plans.\n\n     3.3 If Employee's employment is terminated by Employer for any reason other\nthan as set forth in Section 3.2 above Employee shall be entitled to each of the\nfollowing:\n\n     (i)  All shares of Halliburton common stock  previously granted to Employee\n          under  the Halliburton  Company Career Executive Incentive Stock Plan,\n          the  1993 Plan,  and any  similar plan  adopted by Halliburton  in the\n          future, which at the date of termination  of  employment  are  subject\n          to restrictions (the  \"Restricted Shares\") will be treated in a manner\n          consistent   with  Halliburton's  past  practices   for  treatment  of\n          Restricted  Shares held  by senior  executives  whose  employment  was\n          involuntarily terminated  by a  Halliburton  Entity for reasons  other\n          than  Cause,  which,  in  most  instances,  have  been  to forfeit the\n          Restricted Shares and pay  to such executive a  lump sum cash  payment\n          equal to  the value of the  Restricted  Shares  (based on the  closing\n          price of  Halliburton common  stock on the  New York Stock Exchange on\n          the  date of  termination  of  employment);  although  in some  cases,\n          Halliburton has, in lieu of, or in combination with, the foregoing and\n          in its discretion, caused the forfeiture  restrictions with respect to\n          all or  a portion of the  Restricted Shares to lapse  and provided for\n          the retention of such shares by such executive.\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  cash\n          payment equal to two years' of Employee's base salary as in  effect at\n          the  date of  Employee's  termination  of employment.  Such  severance\n          benefit  shall  be  paid  no  later  than  sixty (60)  days  following\n          Employee's termination of employment.\n\n   (iii)  Employee  shall be entitled  to any individual  bonuses  or individual\n          incentive  compensation not yet  paid but payable under  Employer's or\n\n                                       5\n\n\n          Halliburton's  plans  for  years  prior  to  the  year  of  Employee's\n          termination of employment. Such amounts shall be paid to Employee in a\n          single lump sum cash payment no later  than sixty (60) days  following\n          Employee's termination of employment.\n\n    (iv)  Employee shall  be entitled  to any  individual bonuses  or individual\n          incentive compensation under Employer's or Halliburton's plans for the\n          year of Employee's termination of employment determined as if Employee\n          had  remained employed  by the  Employer for  the  entire  year.  Such\n          amounts shall be  paid to Employee at  the time that  such amounts are\n          paid to similarly  situated employees  except  that no portion of such\n          amounts shall be deferred to future years.\n\n     3.4. The severance  benefit paid to Employee  pursuant to Section 3.3 shall\nbe in consideration of Employee's  continuing  obligations  hereunder after such\ntermination, including, without limitation, Employee's obligations under Article\n4. Further,  as a condition to the receipt of such severance benefit,  Employer,\nin its sole discretion,  may require Employee to first execute a release, in the\nform  established  by Employer,  releasing  Employer  and all other  Halliburton\nEntities, and their officers, directors, employees, and agents, from any and all\nclaims  and  from  any  and all  causes  of  action  of any  kind or  character,\nincluding,  but not limited  to, all claims and causes of action  arising out of\nEmployee's  employment with Employer and any other  Halliburton  Entities or the\ntermination of such employment.  The performance of Employer's obligations under\nSection 3.3 and the receipt of the  severance  benefit  provided  thereunder  by\nEmployee  shall  constitute  full  settlement  of all such  claims and causes of\naction.  Employee  shall not be under any duty or  obligation  to seek or accept\nother  employment  following a  termination  of  employment  pursuant to which a\nseverance  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\n\n                                       6\n\n\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 those\nobligations  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\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\n\n                                       7\n\n\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 coming\ninto the possession of, Employee  during the period of Employee's  employment by\nEmployer which contain or disclose  confidential  business  information or trade\nsecrets of  Employer  or its  affiliates  shall be and remain  the  property  of\nEmployer, or its affiliates,  as the case may be. Upon termination of Employee's\nemployment  by Employer,  for any reason,  Employee  promptly  shall deliver the\nsame, 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 equity interest.\n\nARTICLE 5: MISCELLANEOUS:\n\n     5.1. Except as otherwise  provided in Section 4.4 hereof,  for  purposes of\nthis  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 Employer or  Halliburton  or in\nwhich Employer or Halliburton has a 50% or more equity interest.\n\n     5.2. For purposes of this Agreement,  notices and all other  communications\nprovided  for herein  shall be in writing  and shall be deemed to have been duly\ngiven when  received by or tendered to Employee,  Halliburton  or  Employer,  as\napplicable,  by pre-paid  courier or by United  States  registered  or certified\nmail, return receipt requested, postage prepaid, addressed as follows:\n\n     If to  Employer or  Halliburton, to  Halliburton Company  at  3600  Lincoln\n     Plaza, 500 North Akard Street, Dallas, Texas  75201-3391, to  the attention\n     of the General Counsel of Halliburton Company.\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 all\nrespects 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 any\nbreach by the other party of, or to require  compliance  with,  any condition or\n\n                                       8\n\n\nprovision 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,  provisions,\ncovenants,  and remedies contained in this Agreement shall be enforceable to the\nfullest  extent  permitted  by law. If any such term,  provision,  covenant,  or\nremedy of this Agreement or the application thereof to any person,  association,\nor entity or circumstances  shall, to any extent,  be construed to be invalid or\nunenforceable  in whole or in part,  then such  term,  provision,  covenant,  or\nremedy shall be construed in a manner so as to permit its  enforceability  under\nthe  applicable  law to the fullest  extent  permitted by law. In any case,  the\nremaining provisions of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances other than those to which they have been\nheld invalid or unenforceable, shall remain in full force and effect.\n\n     5.6. It is the  mutual  intention  of  the  parties  to  have  any  dispute\nconcerning this Agreement resolved out of court. Accordingly,  the parties agree\nthat any such dispute shall, as the sole and exclusive  remedy, be submitted for\nresolution through the Halliburton Dispute Resolution Plan;  provided,  however,\nthat the  Employer,  on its own behalf  and on behalf of any of the  Halliburton\nEntities,  shall be entitled to seek a  restraining  order or  injunction in any\ncourt of competent jurisdiction to prevent any breach or the continuation of any\nbreach of the  provisions  of Article 4 and Employee  hereby  consents that such\nrestraining  order or  injunction  may be granted  without the  necessity of the\nEmployer  posting any bond.  The parties  agree that the  resolution of any such\ndispute through such Plan shall be final and binding.\n\n     5.7. This  Agreement  shall  be  binding  upon and inure to the  benefit of\nEmployer,  to the extent  herein  provided,  Halliburton  and any other  person,\nassociation,  or  entity  which  may  hereafter  acquire  or  succeed  to all or\nsubstantially  all of the business or assets of Employer or  Halliburton  by any\nmeans  whether  direct or  indirect,  by  purchase,  merger,  consolidation,  or\notherwise.  Employee's  rights and obligations under this Agreement are personal\nand such rights,  benefits, and obligations of Employee shall not be voluntarily\nor involuntarily assigned,  alienated,  or transferred,  whether by operation of\nlaw or otherwise,  without the prior written consent of Employer,  other than in\nthe case of death or incompetence of Employee.\n\n     5.8. Except for any stock option and restricted  stock  agreements and any\nagreements  pertaining  to  intellectual  property or  confidential  information\nbetween  Employee  and  Employer  or  Halliburton,  as the  case  may be,  which\nagreements remain in full force and effect,  this Agreement  replaces and merges\nany previous agreements and discussions pertaining to the subject matter covered\nherein.  This  Agreement  constitutes  the entire  agreement of the parties with\nregard to the terms of Employee's  employment,  termination  of  employment  and\nseverance   benefits,   and   contains   all   of   the   covenants,   promises,\nrepresentations,  warranties, and agreements between the parties with respect to\nsuch matters. Each party to this Agreement  acknowledges that no representation,\ninducement,  promise,  or  agreement,  oral or written,  has been made by either\n\n                                       9\n\n\nparty with respect to the foregoing  matters,  which is not embodied herein, and\nthat no agreement,  statement, or promise relating to the employment of Employee\nby Employer that is not contained in this  Agreement  shall be valid or binding.\nAny  modification  of this  Agreement will be effective only if it is in writing\nand signed by each party whose rights hereunder are affected  thereby,  provided\nthat any such  modification  must be authorized or approved by the  Compensation\nCommittee or its delegate, as appropriate.\n\n     IN WITNESS WHEREOF,  Employer,  Halliburton and Employee have duly executed\nthis  Agreement  in multiple  originals to be effective on the date first stated\nabove.\n\n\n                         HALLIBURTON ENERGY SERVICES DIVISION OF\n                         HALLIBURTON ENERGY SERVICES, INC.\n\n\n\n                         By:  \/s\/ David J. Lesar\n                            -----------------------------------------------\n                         Name:    David J. Lesar\n                         Title:   President and Chief Executive Officer\n\n\n                         HALLIBURTON COMPANY\n\n\n                         By:  \/s\/ David J. Lesar\n                            -----------------------------------------------\n                         Name:    David J. Lesar\n                         Title:   President and Chief Executive Officer\n\n\n                         EMPLOYEE\n\n\n                         \/s\/ Edgar Ortiz                                     \n                         ----------------------------------------------------\n                         Edgar Ortiz\n\n                                       10\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7712],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9544],"class_list":["post-39841","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\/39841","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=39841"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39841"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39841"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39841"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}