{"id":39842,"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-gary-v.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-halliburton-co-and-gary-v","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-halliburton-co-and-gary-v.html","title":{"rendered":"Executive Employment Agreement &#8211; Halliburton Co. and Gary V. Morris"},"content":{"rendered":"<pre>\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n\n         This Executive Employment Agreement  ('Agreement'),  is entered into by\nand between Halliburton Company ('Employer'), a Delaware corporation and Gary V.\nMorris,  ('Employee'),  to be effective on  September  29, 1998 (the  'Effective\nDate').\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Employee is currently employed by Employer; and\n\n         WHEREAS,  Employer is desirous of continuing the employment of Employee\nafter the  Effective  Date  pursuant  to the terms  and  conditions  and for the\nconsideration  set  forth  in  this  Agreement,  and  Employee  is  desirous  of\ncontinuing in the employ of Employer  pursuant to such terms and  conditions and\nfor such consideration.\n\n         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,\ncovenants,  and  obligations  contained  herein,  Employer 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 similar  executive  capacities as\nmay be requested from time to time by Employer and to perform  diligently and to\nthe 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 Employer may establish from time to time,  including,\nwithout limitation,  the Halliburton Company Code of Business Conduct (the 'Code\nof 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\n\n\n\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         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  which  might\ninvolve a possible  conflict of interest  without  first  obtaining  approval in\naccordance with Employer'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$450,000  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\nEmployer's Board of Directors (the 'Compensation Committee') or its delegate, as\napplicable.  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\n\n\n                                       2\n\n\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')  15,000  shares  of\nEmployer's common stock subject to restrictions.\n\n         2.4. 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         2.5. While  employed  by  Employer,   Employee  shall   be  allowed  to\nparticipate,  on the same  basis  generally  as  other  executive  employees  of\nEmployer,  in  all  general  employee  benefit  plans  and  programs,  including\nimprovements  or  modifications  of the  same,  which on the  Effective  Date or\nthereafter  are  made  available  by  Employer  to all or  substantially  all of\nEmployer's  similarly situated executive  employees.  Such benefits,  plans, and\nprograms may include, without limitation, medical, health, and dental care, life\ninsurance,  disability  protection,  and qualified and non-qualified  retirement\nplans. Except as specifically  provided herein,  nothing in this Agreement is to\nbe  construed  or  interpreted  to  increase  or  alter  in any way the  rights,\nparticipation,  coverage,  or benefits under such benefit plans or programs than\nprovided to similarly  situated  executive  employees  pursuant to the terms and\nconditions  of such  benefit  plans and  programs.  While  employed by Employer,\nEmployee  shall be  eligible  to  receive  awards  under  the  1993  Plan or any\nsuccessor stock-related plan adopted by Employer's Board of Directors; provided,\nhowever,  that the foregoing  shall not be construed as a guarantee with respect\nto the type,  amount or frequency of such awards,  if any, such decisions  being\nsolely within the discretion of the Compensation  Committee or its delegate,  as\napplicable.\n\n         2.6. Except as otherwise provided in Section 2.2 hereof, Employer shall\nnot,  by reason of this  Article 2, be  obligated  to  institute,  maintain,  or\nrefrain from changing,  amending or discontinuing,  any incentive  compensation,\nemployee  benefit  or stock or stock  option  program  or plan,  so long as such\nactions are similarly applicable to covered employees generally.\n\n         2.7. 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\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\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 notice to Employee,  or by Employee upon thirty (30) days' notice\nto Employer, for any or no reason.\n\n         3.2. If  Employee's  employment  is  terminated by reason of any of the\nfollowing circumstances,  Employee shall not be entitled to receive the benefits\nset forth in Section 3.3 hereof:\n\n         (i)      Death.\n\n         (ii)     Retirement.  'Retirement'  shall mean  either  (a)  Employee's\n                  retirement   at  or  after  normal   retirement   age  (either\n                  voluntarily  or pursuant to Employer's  retirement  policy) or\n                  (b) the  voluntary  termination  of  Employee's  employment by\n                  Employee in accordance with Employer's early retirement policy\n                  for other than Good Reason (as defined below).\n\n         (iii)    Permanent   Disability.  'Permanent   Disability'  shall  mean\n                  Employee's  physical  or mental  incapacity to  perform his or\n                  her  usual  duties  with   such  condition  likely  to  remain\n                  continuously and permanently as determined by the Compensation\n                  Committee.\n\n         (iv)     Voluntary  Termination.  'Voluntary  Termination' shall mean a\n                  termination  of employment in the sole  discretion  and at the\n                  election of Employee for other than Good Reason. 'Good Reason'\n                  shall mean (a) a termination of employment by Employee because\n                  of a material breach by Employer of any material  provision of\n                  this Agreement which remains  uncorrected for thirty (30) days\n                  following  notice of such  breach  by  Employee  to  Employer,\n                  provided such termination  occurs within sixty (60) days after\n                  the  expiration of the notice  period or (b) a termination  of\n                  employment by Employee  within six (6) months after a material\n                  reduction in Employee's rank or responsibility with Employer.\n\n         (v)      Termination for Cause. Termination of Employee's employment by\n                  Employer for Cause.  'Cause' shall mean any of the  following:\n                  (a) Employee's gross  negligence or willful  misconduct in the\n                  performance  of the duties and  services  required of Employee\n                  pursuant to this Agreement, (b) Employee's final conviction of\n                  a felony,  (c) a material  violation  of the Code of  Business\n                  Conduct  or (d)  Employee's  material  breach of any  material\n                  provision of this  Agreement  which  remains  uncorrected  for\n                  thirty (30) days  following  notice of such breach to Employee\n\n\n                                       4\n\n\n                  by Employer.  Determination  as to whether or not Cause exists\n                  for  termination of Employee's  employment will be made by the\n                  Compensation Committee.\n\n         In the  event  Employee's  employment  is  terminated  under any of the\nforegoing circumstances,  all future compensation to which Employee is otherwise\nentitled and all future  benefits for which Employee is eligible shall cease and\nterminate as of the date of termination, except as specifically provided in this\nSection 3.2.  Employee,  or his or her estate in the case of  Employee's  death,\nshall be entitled to pro rata base salary  through the date of such  termination\nand  shall  be  entitled  to any  individual  bonuses  or  individual  incentive\ncompensation  not yet paid but payable under Employer's 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  employee\nbenefit  plans (as defined in Section  3.4),  stock,  stock  option or incentive\nplans, or the applicable agreements underlying such 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,  all  shares  of\n                  Halliburton common stock previously  granted to Employee under\n                  the Halliburton Company Career Executive Incentive Stock Plan,\n                  the 1993 Plan, and any similar plan adopted by Employer in the\n                  future,  which  at  the  date of termination of employment are\n                  subject  to  restrictions  (the  'Restricted  Shares') will be\n                  treated in a manner  consistent with Employer's past practices\n                  for  treatment of Restricted  Shares held  by executives whose\n                  employment  was   involuntarily  terminated  by  Employer  for\n                  reasons other than Cause, which, in most instances,  have been\n                  to  forfeit the Restricted Shares and pay to such  executive 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); although in some cases, Employer has, in lieu of,\n                  or in combination with, the foregoing  and in its  discretion,\n                  caused the forfeiture  restrictions  with  respect to all or a\n                  portion of the Restricted Shares to lapse and provided for the\n                  retention of such shares by such executive.\n\n          (ii)    Subject to the  provisions of Section 3.4,  Employer shall pay\n                  to Employee a severance  benefit  consisting  of a single lump\n                  sum cash payment equal to two years' of Employee's base salary\n                  as  in  effect  at  the  date  of  Employee's  termination  of\n                  employment. Such severance benefit shall be paid no later than\n                  sixty   (60)  days   following   Employee's   termination   of\n                  employment.\n\n\n                                       5\n\n\n\n         (iii)    Employee  shall  be  entitled  to any  individual  bonuses  or\n                  individual  incentive  compensation  not yet paid but  payable\n                  under  Employer's  plans  for  years  prior  to  the  year  of\n                  Employee's  termination of  employment.  Such amounts shall be\n                  paid to Employee  in a single  lump sum cash  payment no later\n                  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 plans for\n                  the year of Employee's termination of employment determined as\n                  if Employee  had  remained  employed by the  Employer  for the\n                  entire  year.  Such  amounts  shall be paid to Employee at the\n                  time  that  such  amounts  are  paid  to  similarly   situated\n                  employees  except  that no  portion of such  amounts  shall be\n                  deferred to future years.\n\n         3.4. The  severance  benefit  paid to Employee  pursuant to Section 3.3\nshall be in consideration of Employee's  continuing  obligations hereunder after\nsuch termination,  including,  without limitation,  Employee's obligations under\nArticle 4.  Further,  as a condition to the receipt of such  severance  benefit,\nEmployer,  in its sole  discretion,  may  require  Employee  to first  execute a\nrelease,  in the form established by Employer,  releasing Employer and all other\nHalliburton Entities, and their officers, directors, employees, and agents, from\nany and all  claims  and  from  any and all  causes  of  action  of any  kind or\ncharacter,  including,  but not  limited  to,  all  claims  and causes of action\narising out of Employee's  employment  with  Employer and any other  Halliburton\nEntities or the  termination of such  employment.  The performance of Employer's\nobligations  under Section 3.3 and the receipt of the severance benefit provided\nthereunder by Employee shall  constitute  full settlement of all such claims and\ncauses of action.  Employee shall not be under any duty or obligation to seek or\naccept other employment  following a termination of employment pursuant to which\na  severance  benefit  payment  under  Section  3.3 is owing and the amounts due\nEmployee  pursuant to Section 3.3 shall not be reduced or  suspended if Employee\naccepts   subsequent   employment  or  earns  any  amounts  as  a  self-employed\nindividual.  Employee's  rights  under  Section  3.3  are  Employee's  sole  and\nexclusive  rights against the Employer or its affiliates and the Employer's sole\nand exclusive liability to Employee under this Agreement,  in contract,  tort or\notherwise,  for  the  termination  of his or her  employment  relationship  with\nEmployer.  Employee agrees that all disputes relating to Employee's  termination\nof  employment,  including,  without  limitation,  any  dispute as to 'Cause' or\n'Voluntary  Termination'  and any claims or demands against  Employer based upon\nEmployee's  employment for any monies other than those specified in Section 3.3,\nshall be resolved through the Halliburton Dispute Resolution Plan as provided in\nSection 5.6 hereof;  provided,  however,  that  decisions as to whether  'Cause'\nexists for termination of the employment  relationship with Employee and whether\nand as of what date  Employee has become  permanently  disabled are delegated to\nthe Compensation  Committee for  determination  and any dispute of Employee with\nany such decision shall be limited to whether the Compensation Committee reached\nsuch  decision  in good  faith.  Nothing  contained  in this  Article 3 shall be\nconstrued to be a waiver by Employee of any benefits accrued for or due Employee\n\n                                       6\n\n\nunder any  employee  benefit  plan (as such term is  defined  in the  Employees'\nRetirement  Income  Security Act of 1974,  as amended)  maintained  by Employer,\nexcept that Employee shall not be entitled to any severance benefits pursuant to\nany severance plan or program of the Employer.\n\n         3.5. Termination  of  the  employment  relationship  does not terminate\nthose  obligations  imposed by this Agreement which are continuing  obligations,\nincluding, without limitation, Employee's obligations under Article 4.\n\nARTICLE 4:    OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY AND\n              CONFIDENTIAL 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\n\n                                       7\n\n\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\nin which  Employer  has a 20% or more direct or indirect equity interest.\n\nARTICLE 5:    MISCELLANEOUS:\n\n         5.1. Except as otherwise  provided in Section 4.4 hereof,  for purposes\nof this Agreement,  the terms  'affiliate' or  'affiliated'  means an entity who\ndirectly,  or  indirectly  through  one or  more  intermediaries,  controls,  is\ncontrolled  by, or is under common control with Employer or in which Employer or\nhas a 50% or more equity interest.\n\n         5.2. For   purposes  of   this   Agreement,   notices   and  all  other\ncommunications  provided  for herein  shall be in writing and shall be deemed to\nhave been duly given when  received by or tendered to Employee or  Employer,  as\napplicable,  by pre-paid  courier or by United  States  registered  or certified\nmail, return receipt requested, postage prepaid, addressed as follows:\n\n         If to Employer, to Halliburton Company at 3600 Lincoln Plaza, 500 North\n         Akard Street, Dallas, Texas 75201-3391, to the attention of the General\n         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\n                                       8\n\n\n         5.5. It is  a  desire  and  intent  of  the  parties  that  the  terms,\nprovisions,  covenants,  and  remedies  contained  in this  Agreement  shall  be\nenforceable to the fullest extent permitted by law. If any such term, provision,\ncovenant,  or remedy of this Agreement or the application thereof to any person,\nassociation, or entity or circumstances shall, to any extent, be construed to be\ninvalid  or  unenforceable  in whole  or in part,  then  such  term,  provision,\ncovenant,  or  remedy  shall  be  construed  in a  manner  so as to  permit  its\nenforceability  under the applicable law to the fullest extent permitted by law.\nIn any case,  the  remaining  provisions  of this  Agreement or the  application\nthereof to any person,  association, or entity or circumstances other than those\nto which they have been held  invalid  or  unenforceable,  shall  remain in full\nforce and effect.\n\n         5.6. It  is the mutual  intention  of the  parties to have any  dispute\nconcerning this Agreement resolved out of court. Accordingly,  the parties agree\nthat any such dispute shall, as the sole and exclusive  remedy, be submitted for\nresolution through the Halliburton Dispute Resolution Plan;  provided,  however,\nthat the  Employer,  on its own behalf  and on behalf of any of the  Halliburton\nEntities,  shall be entitled to seek a  restraining  order or  injunction in any\ncourt of competent jurisdiction to prevent any breach or the continuation of any\nbreach of the  provisions  of Article 4 and Employee  hereby  consents that such\nrestraining  order or  injunction  may be granted  without the  necessity of the\nEmployer  posting any bond.  The parties  agree that the  resolution of any such\ndispute through such Plan shall be final and binding.\n\n         5.7. This  Agreement  shall be binding upon and inure to the benefit of\nEmployer,  to the extent herein provided and any other person,  association,  or\nentity which may hereafter acquire or succeed to all or substantially all of the\nbusiness or assets of  Employer  by any means  whether  direct or  indirect,  by\npurchase, merger, consolidation, or otherwise. Employee's rights and obligations\nunder this Agreement are personal and such rights,  benefits, and obligations of\nEmployee shall not be  voluntarily  or  involuntarily  assigned,  alienated,  or\ntransferred, whether by operation of law or otherwise, without the prior written\nconsent  of  Employer,  other  than in the  case of  death  or  incompetence  of\nEmployee.\n\n         5.8. Except for  any stock option and restricted  stock  agreements and\nany agreements pertaining to intellectual  property or confidential  information\nof Employer,  which agreements  remain in full force and effect,  this Agreement\nreplaces and merges any previous  agreements and  discussions  pertaining to the\nsubject matter covered herein.  This Agreement  constitutes the entire agreement\nof the parties with regard to the terms of Employee's employment, termination of\nemployment and severance 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\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\n\n                                       9\n\n\nthat any such  modification  must be authorized or approved by the  Compensation\nCommittee or its delegate, 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\n                                  By:  \/s\/ David J. Lesar\n                                     -------------------------------------\n                                  Name:    David J. Lesar\n                                  Title:   President and Chief Operating Officer\n\n\n                                  EMPLOYEE\n\n\n                                  \/s\/ Gary V. Morris\n                                  ----------------------------------------\n                                      Gary V. Morris\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-39842","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\/39842","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=39842"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39842"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39842"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39842"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}